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Cox Communications Announces Certain Amendments to Waterfall Cash Tender Offers

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ATLANTA , Aug. Cox Communications, Inc. ("Cox"), a wholly owned subsidiary of Cox Enterprises, Inc., today announced amendments to its previously announced cash tender offers (the "Waterfall Offers") to purchase its outstanding 8.375% Notes due 2039, 6.950% Notes due 2038, 6.450% Notes due 2036, 6.950% Notes due 2028 and 6.800% Notes due 2028 (collectively, the "Waterfall Notes"), subject to certain caps and upon the terms and conditions set forth in the related Offer to Purchase (the "Waterfall Offer to Purchase") and the related Letter of Transmittal (the "Waterfall Letter of Transmittal"). With respect to the Waterfall Offers, Cox (1) amended the expected Total Consideration payable with respect to (x) the 8.375% Notes due 2039 by decreasing the fixed spread from 255 bps to 240 bps and (y) the 6.450% Notes due 2036 by decreasing the fixed spread from 250 bps to 235 bps, which changes are reflected in the table below, (2) extended the Early Tender Deadline for all Waterfall Notes from 5 00 p.m. , New York City time, on August 4, 2017 to 5 00 p.m. , New York City time, on August 9, 2017 and (3) changed the Price Determination Date for all Waterfall Notes from 11 00 a.m. , New York City time, on August 7, 2017 to 11 00 a.m. , New York City time, on August 10, 2017 . Accordingly, Cox now expects the Early Settlement Date for the Waterfall Offers to occur on August 11, 2017 , rather than August 8, 2017 . The fixed spreads applicable to the other series of Waterfall Notes set forth in the table below are unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Waterfall Offer to Purchase.

Waterfall Notes CUSIP Number Principal Amount Outstanding Acceptance Priority Level Early Tender Premium(1) Reference Security Bloomberg Reference Page Fixed Spread (bps) Maximum Tender SubCap(2) Original Revised 8.375% Notes due 2039 224044BV8, U22018AM4 $1,250,000,000 1 $30.00 3.000% UST due Feb. 15, 2047 FIT1 +255 +240       $650,000,000 6.950% Notes due 2038 224044BT3, U22018AH5 $250,000,000 2 $30.00 3.000% UST due Feb. 15, 2047 FIT1 +255 N/A $250,000,000 6.450% Notes due 2036 224044BR7, U22018AF9 $400,000,000 2 $30.00 3.000% UST due Feb. 15, 2047 FIT1 +250 +235 6.950% Notes due 2028 22404QAG3 $100,000,000 3 $30.00 2.375% UST due May 15, 2027 FIT1 +195 N/A $100,000,000 6.800% Notes due 2028 224044AN7 $200,000,000 3 $30.00 2.375% UST due May 15, 2027 FIT1 +195 N/A _______ (1)       Per $1,000 principal amount of Waterfall Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Waterfall Offer at or prior to the Early Tender Deadline; included in the Total Consideration. (2)       Maximum Tender SubCaps are based on aggregate purchase price (including principal and premium, but excluding Accrued Interest).

Waterfall Notes

CUSIP Number

Principal Amount Outstanding

Acceptance Priority Level

Early Tender Premium(1)

Reference Security

Bloomberg Reference Page

Fixed Spread (bps)

Maximum Tender SubCap(2)

Original

Revised

8.375% Notes due 2039

224044BV8, U22018AM4

$1,250,000,000

1

$30.00

3.000% UST due Feb. 15, 2047

FIT1

+255

+240

 

 

 

$650,000,000

6.950% Notes due 2038

224044BT3, U22018AH5

$250,000,000

2

$30.00

3.000% UST due Feb. 15, 2047

FIT1

+255

N/A

$250,000,000

6.450% Notes due 2036

224044BR7, U22018AF9

$400,000,000

2

$30.00

3.000% UST due Feb. 15, 2047

FIT1

+250

+235

6.950% Notes due 2028

22404QAG3

$100,000,000

3

$30.00

2.375% UST due May 15, 2027

FIT1

+195

N/A

$100,000,000

6.800% Notes due 2028

224044AN7

$200,000,000

3

$30.00

2.375% UST due May 15, 2027

FIT1

+195

N/A

_______

(1)       Per $1,000 principal amount of Waterfall Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Waterfall Offer at or prior to the Early Tender Deadline; included in the Total Consideration.

(2)       Maximum Tender SubCaps are based on aggregate purchase price (including principal and premium, but excluding Accrued Interest).

Other than the amendments described above, all other terms and conditions of the Waterfall Offers, including, without limitation, the Withdrawal Deadline and the Expiration Date, are unchanged. The terms and conditions of Cox's previously announced offers to purchase any and all of its outstanding 6.850% Notes due 2018, 6.250% Notes due 2018 and 9.375% Notes due 2019 are also unchanged.

Cox's obligation to accept for purchase, and to pay for, notes that are validly tendered and not validly withdrawn pursuant to the Waterfall Offers is conditioned on the satisfaction or waiver by Cox of a number of conditions. Cox may amend, extend or, subject to certain conditions and applicable law, terminate each Waterfall Offer at any time in its sole discretion.

J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as Dealer Managers (collectively, the "Dealer Managers") and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Waterfall Offers. Requests for documents may be directed to D.F. King & Co., Inc. at (866) 620-2536 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Waterfall Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect) and Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Copies of the Waterfall Offer to Purchase and Waterfall Letter of Transmittal, along with any amendments and supplements thereto, may be obtained for free at www.dfking.com.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The Waterfall Offers are only being made pursuant to the terms of the Waterfall Offer to Purchase, as amended by this press release, and the Waterfall Letter of Transmittal. The Waterfall Offers are not being made in any state or jurisdiction in which such Waterfall Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of Cox, the Dealer Managers or the Tender Agent and Information Agent is making any recommendation as to whether or not holders should tender their Waterfall Notes in connection with the Waterfall Offers.

About Cox Cox is a broadband communications and entertainment company, providing advanced digital video, Internet, telephone and home security and automation services over its own nationwide IP network. The third-largest U.S. cable company, Cox serves approximately 6 million residences and businesses. Cox Business is a facilities-based provider of voice, video and data solutions for commercial customers, and Cox Media is a full-service provider of national and local cable spot and digital media advertising. Cox is known for its pioneering efforts in broadband, voice and commercial services, industry-leading customer care and its outstanding workplaces. For nine years, Cox has been recognized as the top operator for women by Women in Cable Telecommunications; Cox has ranked among DiversityInc's Top 50 Companies for Diversity 12 times. More information about Cox is available at www.cox.com and www.coxmedia.com.

Special Note Regarding Forward-Looking Statements This press release contains forward-looking statements, including, without limitation, statements concerning the Waterfall Offers and Cox's possible or assumed future results of operations. A number of factors could affect Cox's future results and could cause those results to differ materially from those expressed in such forward-looking statements.

Any forward-looking statements made in this press release speak only as of the date on which they are made. Cox is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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SOURCE Cox Communications

http://www.cox.com

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